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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 4)
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AMP INCORPORATED
(NAME OF ISSUER)
AMP INCORPORATED
(NAME OF PERSON(S) FILING STATEMENT)
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COMMON STOCK, WITHOUT PAR VALUE
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
031897-10-1
(CUSIP NUMBER OF CLASS OF SECURITIES)
DAVID F. HENSCHEL
CORPORATE SECRETARY
AMP INCORPORATED
P.O. BOX 3608
HARRISBURG, PENNSYLVANIA 17105-3608
(717) 564-0100
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF THE PERSON(S) FILING STATEMENT)
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COPY TO:
PETER ALLAN ATKINS
DAVID J. FRIEDMAN
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022-3897
(212) 735-3000
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OCTOBER 9, 1998
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
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This Amendment No. 4 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 dated October 9, 1998, as amended (the
"Schedule 13E-4"), filed by AMP Incorporated, a Pennsylvania corporation
(the "Company"), in connection with AMP's offer to purchase up to
30,000,000 shares of its common stock, without par value (the "Shares"),
including the associated common stock purchase rights (the "Rights"), at
a price of $55 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated
October 9, 1998 (the "Offer to Purchase") and the related Letter of
Transmittal (which, as amended from time to time, together constitute the
"Offer"). Copies of the Offer to Purchase and the Letter of Transmittal
are filed with the Securities and Exchange Commission as Exhibits (a)(1)
and (a)(2), respectively, to the Schedule 13E-4.
Unless otherwise indicated, all defined terms used herein shall have
the same meaning as those set forth in the Offer to Purchase.
ITEM 1. SECURITY AND ISSUER.
(b) On November 16, 1998, the Company issued a press release announcing
that it is extending the expiration date of the Offer to midnight on
Wednesday, November 25, 1998. A copy of the press release is filed as
Exhibit (a)(10) hereto and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item Description
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(a)(10) Form of Press Release issued by the Company dated
November 16, 1998.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
AMP Incorporated
By: /s/ Robert Ripp
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Name: Robert Ripp
Title: Chairman and
Chief Executive Officer
Dated: November 16, 1998
INDEX TO EXHIBITS
Item Description
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(a)(10) Form of Press Release issued by the Company dated
November 16, 1998.
Exhibit (a)(10)
FOR IMMEDIATE RELEASE
Contacts:
Richard Skaare Josh Silverman / Joele Frank
AMP Corporate Communication Abernathy MacGregor Frank
717/592-2323 212/371-5999
Doug Wilburne
AMP Investor Relations
717/592-4965
AMP EXTENDS EXPIRATION DATE OF SELF-TENDER OFFER
HARRISBURG, Pennsylvania (November 16, 1998) -- AMP Incorporated
(NYSE: AMP) announced today that it is extending the expiration date of its
self-tender offer to purchase up to 30 million of its shares at a price of
$55.00 per share to midnight on Wednesday, November 25, 1998. AMP's self-
tender offer was originally scheduled to expire at midnight on Friday,
November 20, 1998. The extension is intended to align the expiration date
of the self-tender with the expected completion date for the syndication of
the committed financing for the self-tender and the completion of related
documentation. The extension is also intended to give AMP's shareholders
an opportunity to review supplemental materials to be filed with the
Securities and Exchange Commission and mailed to shareholders shortly,
which include revised pro-forma financial information based on the results
of operations for the nine month period ending September 30, 1998.
As of the close of business on Friday, November 13, 1998, 22,803,681 shares
have been validly tendered and not withdrawn pursuant to the self-tender
offer.
Headquartered in Harrisburg, PA, AMP is the world's leading manufacturer of
electrical, electronic, fiber-optic and wireless interconnection devices
and systems. The Company has 47,000 employees in 53 countries serving
customers in the automotive, computer, communications, consumer, industrial
and power industries. AMP sales reached $5.75 billion in 1997.
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